PegBio Co., Ltd. — Capital/Financing Update 2025

Sep 25, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

民銀資本控股有限公司

CMBC CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

DISCLOSABLE TRANSACTION IN RELATION TO ACQUISITION OF CONVERTIBLE SECURITIES

THE ACQUISITION

On 25 September 2025, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Convertible Securities in an aggregate principal amount of US$20,000,000 (equivalent to approximately HK$155,842,000), at a total consideration of approximately US$21,356,951.39 (equivalent to approximately HK$166,415,500.93) in the over-the-counter market.

LISTING RULES IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

THE ACQUISITION

The Board announces that on 25 September 2025, CMBC Investment (HK), a wholly-owned subsidiary of the Company, has acquired the Convertible Securities in an aggregate principal amount of US$20,000,000 (equivalent to approximately HK$155,842,000), at a total consideration of approximately US$21,356,951.39 (equivalent to approximately HK$166,415,500.93) in the over-the-counter market.

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Summary of principal terms of the Convertible Securities

Issuer : Barclays PLC
Aggregate Principal : US$1,500,000,000
Amount
Issue Price : 100%
Issue Date : 25 February 2025
Interest : From (and including) 25 February 2025 to (but excluding) 15 September 2035 (the “First Reset Date”), the Convertible Securities will bear interest at a fixed rate of 7.625% per annum. From (and including) the reset date (i.e. the First Reset Date and each fifth anniversary thereafter) to (but excluding) the next following reset date, the interest rate will be reset to a rate per annum equal to the sum of the applicable Mid-Market Swap Rate (as defined in the Prospectus) on the second business day immediately preceding each Reset Date and 3.686%.
Maturity : Perpetual
Listing : London Stock Exchange

As the Acquisition was made through the securities broker(s) of CMBC Investment (HK) in the over-the-counter market, the identity of the ultimate seller(s) cannot be ascertained. On this basis, to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and their respective ultimate beneficial owner(s) (if any) are Independent Third Parties.

The Acquisition was funded from the Company’s internal resources.

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INFORMATION OF THE ISSUER

According to the public information available to the Company, the Issuer is listed on the London Stock Exchange (stock code: BARC). The Issuer is a diversified bank with five key divisions, namely, UK consumer, corporate, and wealth and private banking franchise, investment bank and US consumer bank.

As at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Issuer and its respective ultimate beneficial owners are Independent Third Parties.

INFORMATION OF THE COMPANY AND THE GROUP

The Company is a company incorporated in Bermuda with limited liability and is an investment holding company.

The Group is principally engaged in the securities business, investment and financing and asset management and advisory business.

REASONS AND BENEFITS FOR THE ACQUISITION

The Group acquired the Convertible Securities for investment purposes. The Directors consider that the Acquisition provides the Group with an opportunity to balance and diversify its investment portfolio, as well as to generate stable return to the Group. The Acquisition is in line with the Group's investment strategy. The Directors consider that the Acquisition is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the highest relevant applicable percentage ratio (as defined under the Listing Rules) in respect of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the meanings set out below:

"Acquisition"
the acquisition of the Convertible Securities in the principal amount of US$20,000,000 (equivalent to approximately HK$155,842,000) at a consideration of approximately US$21,356,951.39 (equivalent to approximately HK$166,415,500.93) by CMBC Investment (HK) on 25 September 2025 in the over-the-counter market

"Board"
the board of Directors

"CMBC Investment (HK)"
CMBC Investment (HK) Limited, a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of the Company

"Company"
CMBC Capital Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1141)

"connected person(s)"
has the meaning ascribed to it under the Listing Rules

"Convertible Securities"
US$1,500,000,000 7.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN US06738EDC66) issued by the Issuer, Prospectus of which is published on the website of the Issuer

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Independent Third Party(ies)"
a person or company who or which is, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, not a connected person of the Company

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"Issuer"

Barclays PLC, information of which is stated in the section headed "INFORMATION OF THE ISSUER" in this announcement

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Prospectus"

the prospectus dated 1 March 2024 and prospectus supplement dated 18 February 2025 issued by the Issuer in relation to the Convertible Securities, and published on the website of the Issuer

"Shareholder(s)"

holder(s) of the issued share(s) of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"US"

United States of America

"US$"

United States dollars, the lawful currency of the US

"%"

per cent.

In this announcement, amounts in US$ are translated into HK$ on the basis of US$1.00 = HK$7.7921. The conversion rate is for illustration purposes only and should not be taken as a representation that US$ could actually be converted into HK$ at such rate or at all.

By order of the Board

CMBC Capital Holdings Limited

Li Baochen

Chairman

Hong Kong, 25 September 2025

As at the date of this announcement, the executive Directors are Mr. Li Baochen, Mr. Li Ming and Mr. Ng Hoi Kam; the non-executive Directors are Ms. Wu Yuan and Mr. Xu Feng; and the independent non-executive Directors are Mr. Lee, Cheuk Yin Dannis, Mr. Wu Bin and Mr. Wang Lihua.

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